Item 7.01
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Regulation FD Disclosure.
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The information set forth below under this Item 7.01, including the attached Exhibit 99.1, is intended to be furnished and shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Investor Presentation
Attached as Exhibit 99.1 to this Report is the form of investor presentation to be used by the GigCapital, Inc., a Delaware corporation
(GigCapital), and Kaleyra S.p.A., a company with shares formed under the laws of Italy (Kaleyra), in presentations regarding their proposed business combination (the Transaction) pursuant to the terms of a Stock
Purchase Agreement dated February 22, 2019 (the Stock Purchase Agreement) by and between GigCapital, the holders of the ordinary shares of Kaleyra (the Selling Stockholders) and Shareholder Representative Services LLC,
(the Seller Representative) as representative for the Selling Stockholders, that Kaleyra and GigCapital will give on May 29, 2019 at the Cowen and Company 47th Annual Technology, Media & Telecom Conference and on
May 30, 2019 at the Ladenburg Thalmann Technology Expo 2019.
Non-GAAP
Financial Measure and Related
Information
This Current Report on Form
8-K
includes reference to adjusted EBITDA, a financial measure that is
not prepared in accordance with U.S. generally accepted accounting principles (GAAP). Adjusted EBITDA is defined as of any date of calculation, the consolidated pro forma earnings of Kaleyra and its subsidiaries, before finance income
and finance cost (including bank charges), tax, depreciation and amortization calculated from the unaudited consolidated financial statements of such party and its subsidiaries, plus (i) transaction expenses of Kaleyra and GigCapital,
(ii) without duplication of clause (i), severance or change of control payments, (iii) any expenses related to company restructuring, (iv) the EBITDA for
pre-acquisition
period of subsidiaries,
(v) any compensation expenses relating to stock options, restricted stock units, restricted stock or similar equity interests as may be issued by the post-combination company or any of its subsidiaries to their employees and (vi) any
provision for the write down of assets. Adjusted EBITDA is being used to determine whether conditions have been achieved that would result in the issuance of an earnout pursuant to the terms of the Stock Purchase Agreement. GigCapital management
also believes that this
non-GAAP
measure of Kaleyras financial results will provide useful information to management and investors regarding certain financial and business trends relating to
Kaleyras anticipated financial condition and results of operations. Investors should not rely on any single financial measure to evaluate Kaleyras anticipated business.
Additional Information
Additional information about the
Transaction will be described in the GigCapitals preliminary proxy statement relating to the Transaction and the respective businesses of GigCapital and Kalerya, which GigCapital will file with the SEC. GigCapitals stockholders and other
interested persons are advised to read, once available, the preliminary proxy statement and any amendments thereto and, once available, the definitive proxy statement, in connection with GigCapitals solicitation of proxies for its special
meeting of stockholders to be held to approve, among other things, the Transaction, because these documents will contain important information about GigCapital, Kaleyra and Transaction. The definitive proxy statement will be mailed to stockholders
of GigCapital as of a record date to be established for voting on the Transaction.
Stockholders are urged to read the proxy statement when it becomes
available because it will contain important information. Stockholders will be able to obtain a free copy of the preliminary or definitive proxy statement proxy statement, as well as other filings containing information about GigCapital, without
charge, at the SECs website located at www.sec.gov. Copies of the proxy statement, once available, and other filings with the SEC can also be obtained, without charge, by directing a request to Tara McDonough, Vice President and Chief
Financial Officer, GigCapital, Inc., 2479 E. Bayshore Rd., Suite 200, Palo Alto, CA, or by telephone at (650)
276-7040.
GigCapital and Kaleyra, and their respective directors and executive officers may be deemed to be participants in the solicitations of proxies from
GigCapitals stockholders in respect of the Transaction. Information regarding GigCapitals directors and executive officers is available in its Form
10-K
filed with the SEC on December 6, 2018.
Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be contained in the proxy statement when it becomes available.
This Current Report on Form
8-K,
including the attached exhibit, may include forward-looking statements within the
meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 regarding the Transaction, GigCapital and Kaleyra. All statements, other than statements of historical facts, included in this Current Report
on Form
8-K
and the attached exhibits that address activities, events or developments that GigCapital and/or Kaleyra expects or anticipates will or may occur in the future are forward-looking statements and
are identified with, but not limited to, words such as believe and expect. Such forward-looking statements include, but are not limited to, statements regarding the closing of the combination and the expectations, hopes,
beliefs, intentions, plans, prospects or strategies regarding the business combination and future business plans of GigCapital and Kaleyra management teams. In addition, any statements that refer to projections, forecasts or other characterizations
of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements are based on certain assumptions and analyses made by the management of GigCapital and/or Kaleyra in light of their respective
experience and their perception of historical trends, current conditions and expected future developments and their potential effects on Kaleyra and GigCapital as well as other factors they believe are appropriate in the circumstances. There can be
no assurance that future developments affecting GigCapital or Kaleyra will be those anticipated and actual results may differ materially from those expressed in this Current Report on Form
8-K
and in the
attached exhibits due to many factors such as, but not limited to, the ability to satisfy closing conditions for the Transaction, including that GigCapital stockholders will approve the Transaction, the ability of the combined company to meet the
NYSEs listing standards, and that the combined company will have sufficient capital upon the approval of the Transaction to operate as anticipated. Should one or more of these risks or uncertainties materialize, or should any of the
assumptions being made prove incorrect, actual results may vary in